UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number: 1-14128
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NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 2003
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
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Read Instruction (on back of page) Before Preparing Form. Please Print or
Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
Part I. Registrant Information
Full name of registrant: Emerging Vision, Inc.
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Former name if applicable: Sterling Vision, Inc.
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Address of principal executive office (Street and number):
100 Quentin Roosevelt Boulevard
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City, State and Zip Code: Garden City, New York 11530
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Part II. Rule 12b-25 (b) and (c)
If the subject report could not be filed without reasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on Form
10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before
the 15th calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or portion thereof will be
filed on or before the fifth calendar day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
Part III. Narrative
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
The Company's Form 10-K for the fiscal year ended December 31, 2003 was
required to be filed on or before March 30, 2004. The Company was unable to make
such filing because after its outside auditors had completed their year-end
audit and were prepared to certify that the Company's Consolidated Financial
Statements presented fairly the financial position and results of operations of
the Company and were prepared in accordance with generally accepted accounting
principles, Mr. Benito Fernandez, a member of the Board of Directors and the
Company's Audit Committee, raised certain questions concerning the Notes to the
Consolidated Financial Statements, and related disclosures and information,
which created issues as to which the auditors determined it was appropriate to
make further inquiries so they could issue their audit report.
These inquiries have been completed, and the Company's auditors have now
issued their report on the Company's Consolidated Financial Statements and the
Notes thereto for the fiscal year ended December 31, 2003. The Company intends
to file its Form 10-K today, April 5, 2004.
Part IV. Other Information
(1) Name and telephone number of person to contact in regard to this
notification
Christopher G. Payan (516) 390-2134
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(Name) (Area code) (Telephone number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[ X ] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[ ] Yes [ X ] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Emerging Vision, Inc.
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(Name of registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: April 5, 2004 By: /s/ Christopher G. Payan
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Name: Christopher G. Payan
Title: Senior Vice President,
Chief Financial Officer and
Co-Chief Operating Officer